Carnaby Resources Secures 60% Premium Scheme with Evolution Mining

Scheme of Arrangement with Evolution Mining

Carnaby Resources Limited (ASX:CNB) has struck a binding deal to be acquired by ASX:50 gold and copper heavyweight Evolution Mining (ASX:EVN) via a scheme of arrangement. Shareholders will receive 0.0682 Evolution shares per Carnaby share, implying a value of A$0.77 per share; a hefty 60.4% premium to Carnaby’s last close before the announcement on 24 July 2026. The transaction values Carnaby at approximately A$210 million based on current shares on issue.

The Carnaby board unanimously backs the deal, highlighting the immediate premium, Evolution’s strong balance sheet, and the opportunity to participate in Evolution’s established dividend policy. Crucially, the transaction aims to de-risk the development and funding of Carnaby’s flagship Greater Duchess Copper Gold Project in Queensland by leveraging Evolution’s operational expertise and capital resources.

The scheme is subject to shareholder and court approvals, with a meeting expected between late October and early November 2026. Post-transaction, Carnaby shareholders will hold about 0.9% of Evolution’s shares, offering ongoing exposure to Evolution’s world-class gold and copper portfolio.

Greater Duchess Project Exploration Highlights

The quarter saw significant exploration progress at Greater Duchess, particularly at the Trekelano and Mount Hope Central prospects. At Trek 1, Carnaby confirmed a new high-grade Footwall Lode outside the existing Mineral Resource Estimate, with standout drill intercepts including 19m at 7.1% copper equivalent (CuEq) and 5m at 15.6% CuEq. These results extend mineralisation beyond current resource boundaries and remain open for further expansion.

Meanwhile, at Mount Hope Central, the Miniboom Lode discovery delivered a remarkable 232m at 1.3% CuEq from surface, including 65m at 2.9% CuEq near surface. Follow-up drilling confirmed substantial widths of high-grade mineralisation, such as 50m at 2.7% CuEq and 31m at 4.0% CuEq. This new lode lies adjacent to the planned Mount Hope Central Ore Reserve open pit and introduces a fresh structural target within the project.

Carnaby is advancing an updated Mineral Resource Estimate for the Trek 2 prospect, following encouraging infill and extension drilling that showed potential to convert inferred resources to indicated status. The company continues to progress its Greater Duchess Feasibility Study, which had been based on a tolling arrangement with Glencore International AG. However, under the Evolution scheme, this tolling agreement will be terminated as Evolution plans to process Greater Duchess ore at its Ernest Henry operation.

Financial Position and Operational Update

As at 30 June 2026, Carnaby held $10.8 million in cash, including $1.4 million in restricted deposits for bank guarantees. The quarterly cash flow report shows exploration and evaluation expenditure of $1.79 million and a net cash outflow from operating activities of $2.11 million. No substantive mining production or development activities were reported during the quarter.

The company’s tight capital structure and strong cash position provide a solid platform to support ongoing exploration and project advancement ahead of the proposed transaction completion. Carnaby’s board and management team remain focused on delivering value through the Greater Duchess project and other copper-gold assets in Queensland and Western Australia.